Fifth Third Bancorp Files 8-K on Preferred Stock Issuance

TL;DR

Fifth Third Bancorp issued preferred stock, managing its capital stack.

AI Summary

On January 22, 2025, Fifth Third Bancorp entered into a material definitive agreement related to its preferred stock. Specifically, the company issued depositary shares representing ownership interests in various series of its perpetual preferred stock, including a 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock Series I.

Why It Matters

This filing indicates Fifth Third Bancorp is actively managing its capital structure through the issuance of preferred stock, which can impact its financial leverage and dividend obligations.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of a material definitive agreement related to preferred stock issuance, not indicative of immediate financial distress or significant new risks.

Key Numbers

• 6.625% — Fixed Rate for Preferred Stock (Interest rate on a series of preferred stock issued.)

Key Players & Entities

• FIFTH THIRD BANCORP (company) — Filer
• 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock Series I (dollar_amount) — Preferred Stock Series
• 6.00 Not Cumulative Perpetual Class B Preferred Stock Series A (dollar_amount) — Preferred Stock Series
• 4.95 Not Cumulative Perpetual Preferred Stock Series K (dollar_amount) — Preferred Stock Series

FAQ

Key Financial Figures

• $225 million — Fifth Third will purchase approximately $225 million of its outstanding common stock. Fift

Filing Documents

• fitb-20250122.htm (8-K) — 44KB
• fitb-20250122_g1.jpg (GRAPHIC) — 132KB
• 0000035527-25-000006.txt ( ) — 517KB
• fitb-20250122.xsd (EX-101.SCH) — 4KB
• fitb-20250122_def.xml (EX-101.DEF) — 17KB
• fitb-20250122_lab.xml (EX-101.LAB) — 34KB
• fitb-20250122_pre.xml (EX-101.PRE) — 18KB
• fitb-20250122_htm.xml (XML) — 6KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This report contains statements that we believe are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance, capital actions or business. They usually can be identified by the use of forward-looking language such as "will likely result," "may," "are expected to," "is anticipated," "potential," "estimate," "forecast," "projected," "intends to," or may include other similar words or phrases such as "believes," "plans," "trend," "objective," "continue," "remain," or similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "might," "can," or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K as updated by our filings with the U.S. Securities and Exchange Commission ("SEC"). When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this document. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) deteriorating credit quality; (2) loan concentration by location or industry of

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On January 22, 2025, Fifth Third Bancorp ("Fifth Third") entered into a new share repurchase agreement with Royal Bank of Canada ("RBC") with RBC Capital Markets, LLC acting as agent, pursuant to which Fifth Third will purchase approximately $225 million of its outstanding common stock. Fifth Third is repurchasing the shares of its common stock as part of its 100 million share repurchase program previously announced in a press release on June 18, 2019 and a current report on Form 8-K filed on June 20, 2019. Under the Master Confirmation dated as of December 13, 2024, supplemented by a Supplemental Confirmation dated January 22, 2025 with a notional amount of $225 million (together, the "Repurchase Agreement"), between Fifth Third and RBC, Fifth Third will pay an aggregate of $225 million to RBC on January 23, 2025, and expects to receive a substantial majority of the shares underlying the Repurchase Agreement by January 23, 2025. The actual number of shares of Fifth Third common stock to be delivered by RBC will be based generally on a discount to the average of the daily volume-weighted average NASDAQ prices of Fifth Third's common stock during the term of the Repurchase Agreement. At settlement, RBC may be obligated to deliver additional shares of Fifth Third's common stock to Fifth Third, or Fifth Third may be obligated to make a delivery of common stock or a payment of cash to RBC at Fifth Third's election. Fifth Third expects the settlement of the transaction to occur on or before March 28, 2025. The Repurchase Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, RBC is entitled to terminate the Repurchase Agreement, in which case Fifth Third may receive fewer shares of its common

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIFTH THIRD BANCORP (Registrant) January 23, 2025 By: /s/ BRENNEN WILLINGHAM Brennen Willingham Senior Vice President and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR